Return of The Queen
by Rick Brainard
Summary: A new Unicorn surfaces in Canterlot. However when jealousy gets the better of Twilight, it's only the start of a whole pile of trouble.
1. Chapter 1

RETURN OF THE QUEEN

** CHAPTER ONE: SHOOTING STAR**

** Canterlot, high above the town of Ponyville, lays the kingdom of Canterlot, home of Princess Celestia and Prince Luna as well as several Unicorn Ponies. It used to be the home of Twilight Sparkle until she went to Ponyville to learn about friendship. However Twilight Sparkle was in Canterlot Castle this day along with her purple dragon Spike.**

** "So why are we here again?" Spike grumbled as he rode on Twilights back.**

"**Princess Celestia wants me to see her newest student." Twilight answered. "Her name's Shooting Star, from what I heard, she's pretty amazing."**

"**Is she more amazing than you?" Spike asked. "Is she going to be Celestia's new top pupil?"**

"**Well." Twilight started then she paused. The pale purple mare, never considered that before. Did The Princess find someone to take her place? Sparkle shook her head. "I'm sure we'll find out."**

**The two went to a large chamber protect by two Royal Guards.**

"**Twilight Sparkle." One announced. "As well as her pet Dragon Spike."**

"**Pet?!" The outraged little dragon roared before he was hushed by a very harsh look from Twilight.**

"**I'm here to see Princess Celestia." Twilight said politely.**

"**Of course." The guard reported. "The Princess is with her newest student."**

**The words hit Twilight like a rock. Newest Student? Twilight shook her mane and trotted in, to see a black unicorn with a yellow curly mane levitating a gigantic boulder. Twilight noticed it as the rock lift; it was an exercise to test a unicorn's levitation and telekinetic magic. At a minute and two seconds Twilight held the record.**

**The little dragon noticed something else about the Unicorn. "She's pretty!" Spike remarked ignoring the pointed look from Twilight. "I think she's even prettier than Rarity! Don't tell her I said so!" Spike added frantically, Twilight just rolled her eyes as she watched the beautiful Unicorn perform the rock lift test.**

"**Well Hello Twilight Sparkle." A friendly voice whispered. Twilight looked and saw Princess Celestia in all her glory. The Unicorn Pegasus was adorned in her usual attire. "Quite the sight isn't it? She's closing in on someone's record."**

"**My record?" Twilight asked, trying hard to not let the fear creeping over her overcome her. Just then a cheer went up from those watching. The black unicorn fell to the ground exhausted. "She…she just broke it."**

"**WOW!" Spike yelled. "One minute and TEN seconds! Twilight she SMASHED your old record." Annoyed Twilight simple shot her dragon a dirty look.**

"**Why Twilight Sparkle." Celestia admonished. "Are you jealous?"**

**Twilight only nodded, she didn't know what else to say. What could she say, when it was obvious she was being replaced? **

"**Well meet me in my chambers in an hour Twilight." Celestia said. "It seems we need to talk. In the mean time please greet Shooting Star, my newest student. Also your friends are coming, I sent word to them that you're here. And I think they would want to meet her as well."**

"**Why would they want to meet her?" Twilight questioned.**

"**Well, she's going to Ponyville, you silly filly." Celestia replied. "Now I need to get going, meet me in my chambers in one hour." Twilight watched as Celestia left grinding her teeth.**

"**Twilight Sparkle!" A guard announced. "The train with your friends is due here in fifteen minutes."**

"**Great!" A sweet sounding voice answered for Twilight. She looked and saw the Black Coated yellow maned Unicorn, on her flank was a Star. "You must be Twilight Sparkle. I'm Shooting Star; it's so nice to finally meet you! I heard SO much about you!"**

"**I bet." Twilight muttered under her breath then louder. "Well I should go meet my friends. I'll talk to you later."**

"**I'm coming with you." Shooting Star answered. "The Princess is sending me to Ponyville. I guess we'll be roomies!" Twilight scowled as she walked with Shooting Star.**

"**ROOMIES!" Spike spoke up. "WOW! COOL! Hey can we do pillow fights?"**

"**Well of course." Shooting Star replied.**

"**Hey your really pretty." Spike remarked. "Even prettier than Rarity, but don't tell her I said so."**

"**No worries little dragon." Shooting Star chuckled. "Your secret is safe with us isn't it Twilight."**

"**Oh, yeah, of course." Twilight growled as she walked. She rolled her eyes even more in hearing the conversation. Twilight's scowl grew and grew as she listened to her once faithful dragon and this new upstart talk like old friends. It grew and grew and when her friends arrived and Shooting Star rushed out. **

**Twilight SNAPPED!**

"**ENOUGH!" Twilight roared earning shocked looks from all those in the area. "It's bad enough you broke my record! Now you're taking my position as Celestia's top pupil, taking my friends and EVEN TAKING MY DRAGON! This is my life not yours! Just BUT OUT and get your own life! AND FRIENDS! AND DRAGON!"**

**Shooting Star just cowered as Pinkie Pie, Rarity, Rainbow Dash, Applejack and Fluttershy looked in shock at the outburst. Then came a moment Twilight dreaded as a voice boomed!**

"**TWILIGHT SPARKLE!" Princess Celestia stood before Twilight and it was obvious she was NOT happy. "Guards, please escort Twilight to my chambers, it's time we had a chat." She ended as she glared at her prized pupil. "For you other ponies, please you will be shown to your rooms, and to you Shooting Star, please forgive Twilight's brutish actions. Now come, we have much to discuss."**

**Celestia walked off followed by a quartet of guards nudging a very sullen Twilight. As six ponies and one dragon watched her being taken off.**


	2. Chapter 2

**CHAPTER TWO: THE VERDICT**

"**Ok!" Rainbow Dash roared after Twilight vanished from sight. "What the HAY just happened."**

"**Yeah." Applejack chimed in "What just happened, I just saw Twilight blow a fuse, like she never blew a fuse before."**

"**I…I don't know what I did." Shooting Star stammered. "I was just being friendly. "I think she was upset I broke her record, or maybe it was because I was going to Ponyville."**

"**Your REPLACING TWILIGHT?!" Pinkie Pie gasped.**

"**NO!" Shooting Star protested. "Princess Celestia wanted me to go with Twilight to learn from her, not replace her. I don't know what's going to happen now, I've rarely seen The Princess THAT angry."**

"**Do you think The Princess will banish her?" Fluttershy asked with a gulp.**

"**Do you think that the Princess will be that angry?" Rarity asked. "Oh! Of everything to happen this has got to be THE. WORST. POSSIBLE. THING!" Rarity then fainted to the ground in a mellow dramatic fashion. Shooting Star looked at Rarity, before Applejack came over.**

"**She's always like that." Applejack assured her.**

"**Well. I'm Shooting Star." Shooting Star finally introduced. "The Princess is wise and just. I'm sure she won't banish Twilight Sparkle."**

"**I haven't seen The Princess that mad since Twilight used her Like It Love it spell." Fluttershy added.**

"**Yeah if we didn't bust in who knew what Celestia would have done?" Rainbow Dash exclaimed. A sudden barking was heard as a brown and white dog came running in.**

"**Winona!" Applejack cried. "You crafty lil girl, following me here!"**

**The Black Unicorn looked at the five friends. "And who might you be?" I've heard of you but I don't remember the names."**

"**Well I'm Applejack, but my friends sometimes call me AJ." Applejack introduced.**

"**I'm Pinkie Pie!" Pinkie yelled getting right in Shooting Star's face. "Are you SURE your not replacing Twilight?"**

"**Ignore her dear." Rarity said having gotten over her over dramatic fainting spell. "I'm Rarity, I just love your coat and mane, oh when we get back to Ponyville I simply must make you an outfit."**

"**That would be nice." An overwhelmed Shooting Star said.**

"**I'm Rainbow Dash!" Rainbow crowed. "Awesome among awesome! Cool among cool!"**

"**I'm Fluttershy." Fluttershy introduced shyly.**

"**I'm Spike." Spike said. "Hey maybe if we go to Celestia's chamber maybe we can help Twilight."**

"**Well it wouldn't hurt." Shooting Star conceded. "Ok, everypony lets go."**

"**I am VERY disappointed in you Twilight Sparkle!" Princess Celestial scolded. "You of all ponies, being jealous of someone like Shooting Star." They where in Celestia's chambers, which today was sectioned off by curtains.**

"**Princess Celestia I'm sorry." Twilight apologized. "I thought I was being replaced."**

"**Replaced?" Celestia scoffed. "How can I ever replace you? You who single hoofed RUINED MY PLANS!" Twilight backed away from Celestia only to see that her eyes where emitting green flames! She headed a muffled voice from behind a curtain.**

"**TWILIGHT!" The voiced called. The curtain was pulled back to reveal Princess Celestia in a bubble. Twilight looked behind her and in Celestia's place was a Changling! Black in color with a blueish green mane.**

**Twilight Sparkle screamed!**

"**Did you hear that?" Rainbow Dash asked.**

"**Yeah." Applejack replied as she went into a gallop followed by Pinkie Pie, Rarity and Shooting Star who was carrying Spike on her back. Fluttershy and Rainbow Dash flew ahead. They got to the doors of Celestia's chambers and saw they where open! They saw Twilight standing over a changling! In the background the red curtains decorating Celestia's quarters where drawn closed.**

"**Thank Celestia you guys are here!" Twilight said. "Celestia was a Changling! And so is SHE!" She pointed a hoof at Shooting Star.**

"**NO!" Shooting Star protested. "I'm not! Please! You have to believe me!"**

**Winona however sniffed Twilight and began to growl and bark. Twilight backed away from the dog but Winona lunged at Twilight! That was all that was needed as the Twilight form vanished and was replaced by the Changling QUEEN!**

**The others looked on in shock as the curtain was drawn back to reveal Celestia and Twilight both in bubbles.**

"**A Changling?" Shooting Star Questioned. "But how?"**

"**Following my expulsion from Canterlot a hoof full of my children managed to stay and eventually, I was able to sneak in. My plan was simple, take my revenge of you wretched creatures!" The Queen raged her distorted voice making her all the more threatening. "Soon, Canterlot shall belong to QUEEN CHRYSALIS!"**

"**Your forgetting something Queenie!" Rainbow Dash challenged. "We kicked you out of here once and we'll do it again!"**

"**YEAH!" Pinkie Pie added. "You really wanna face the Party CANNON again?" With that Pinkie somehow produced her Party Cannon. A cannon filled with confetti and streamers to easily set up a party.**

"**Girls!" Twilight called her voice muffled from being in a magic bubble. "Get out of here! The Princess and I will be fine!"**

"**I have my children here." Chrysalis said as three changlings came out of hiding, joining the queen and the other changling. "GET THEM!" on her order the four changling run after the six.**

"**RUN!" Applejack called. The others ran with Rainbow Dash and Fluttershy taking to the air. They ran down the corridors of the palace to a safe area, or an area they hoped was safe.**

"**We need to check the palace." Shooting Star suggested. "Maybe others are in trouble."**

"**Fluttershy and I will go see if the Wonderbolts are ok." Rainbow Dash offered.**

"**Right." Applejack agreed as she began to run down a corridor with the others in tow. "The rest of us will see if Twi's brother and his wife are ok. Rainbow, take Winona with ya, she can sniff out the Changlings."**

"**Us?" Rainbow scoffed. "With a dog?! Hello?! Dog's don't fly!"**

"**It's ok Rainbow." Fluttershy said as she picked up Winona. "I'll take her! Oh your such a good doggy! Yes you are! Yes, you are." Winona barked and licked the pale yellow Pegasus. Meanwhile Rainbow made a gagging face, which was quickly corrected when Fluttershy shot her a look.**

"**Ok, good luck y'all." Applejack said as the Pegasus veered off in search of Canterlot's elite flying team. The Unicorns and Earth Ponies continued their run, hoping for the best.**

** END CHAPTER TWO**


	3. Chapter 3

**CHAPTER THREE: PONYSTYLE**

**Shooting Star with Spike on her back galloped through the halls of Canterlot Palace, followed closely by Applejack, Pinkie Pie and Rarity. The small group eventually mades their way in the deserted back streets of Canterlot. Upon seeing the deserted streets Shooting Star hoped that the Ponies of Canterlot where ok.**

"**So how many of those Changlin things are in Canterlot?" Applejack asked.**

"**I don't know." Shooting Star replied. "She said a hoof full, but that's a vague number."**

"**A hoof full could be anything!" Pinkie Pie squealed. "It could be twenty million trillion BILLION! Could you imagine how big THOSE hooves would be?"**

"**Pink Pie." Rarity sighed. But she and the others heard a cry of**

"**HELP!"**

"**Over there!" Applejack instructed as she and the others veered to the left. When the four ponies and a dragon turned the corner they saw three fillies getting cornered by two changlings.**

"**SWEETIE BELL!" Rarity cried noticing her younger sister.**

"**APPLE BLOOM!" Applejack yelled. "Oh that's it! Y'all don't ever bully a member of the Apple Family!" **

**With that Applejack charged in and used her hind legs to kick a Changeling in the jaw crumpling the evil thing to the ground. The other one tried to flee.**

"**Oh ho. No ya don't." Applejack laughed. "Can ya hand me mah Lasso Pinkie?"**

**With a happy squeal Pinkie was able to retrieve Applejack's lasso and tossed it to the farm pony who caught it with her tail. Then she used her tail to catch the fleeing Changeling with her lasso and slammed it to the ground.**

"**YEE HAW!" Applejack cried as she reared on her hind legs. "That's how ya rodeo a few clowns."**

"**D..did she just take out two Changelings by herself?" A surprised Shooting Star stammered.**

"**Oh yes." Rarity said. "It might be uncouth, but Applejack can rough house with the best of them."**

"**Remember!" Pinkie Pie yelled as she was right in Shooting Star's face. "We took out lots and lots and lots of Changelings at the wedding!"**

"**I remember." Shooting Star replied. In truth she was envious when she saw the six that day. Rushing bravely into danger, all to save the Kingdom. If not all of Equestria. She quickly pushed the thought back. They needed to focus on the here and now. She turned her attention to where Applejack and Rarity where now addressing the three troublesome fillies.**

"**Now what where y'all doin out here?" Applejack asked. **

"**We decided to earn our cutie marks by being tour guides!" Applebloom said. **

**Applebloom and her two friends Scootaloo an Orange Pesasus filly and Sweetie Belle a white Unicorn filly. Where without their cuties marks, something that comes to every pony given time and patience. However these three where well known for their antics in trying to get their cutie marks.**

"**Would have been better if we knew where everything was." Scootaloo muttered, as the Pegasus fillie glared at Sweetie Belle.**

"**I didn't know Canterlot was so big." The scatterminded Unicorn fillie explained.**

"**But girls." Rarity said as she came up. "Who is with your classmates?"**

"**Well Big Macintosh and Miss Cherrilee, where with em." Applebloom explained. "But then we saw em get attacked by changlins. We went fer help, but we got attacked."**

**Just then they heard a scream that sounded with the voices off several terrified fillies and one very scared teacher. Big Mac was running pulling the cart that held the students and teacher.**

"**Oh no!" Shooting star gasped. "They're going right towards canterlot harbor! We have to stop it!"**

"**Not much of a chance of us stopping big Mac when he gets a head fulla steam like that." Applejack remarked.**

"**I got an idea!" Pinkie Pie squealed as she bounced around. "We need trampolines! STAT! Oh!" with that the happy pink Pony darted off.**

"**Wait.." Shooting Star stammered. "Oh what's she up to?"**

"**Knowing Pinkie, it's something off the wall." Spike remarked.**

"**She's just being Pinkie." Scootaloo grumbled.**

"**Well we have to do something!" Rarity exclaimed. "Else those poor fillies, could get hurt."**

"**Wouldn't be too bad if Diamond Tiara an Silver Spoon, got hurt." Applebloom muttered. She along with her two friends, where endlessly tortured by that pair of fillies. Though she did get a glare from her older sister.**

"**OVER HERE EVERYPONY!" Pinkie Pie cried suddenly where she had two trampolines.**

"**Now where did ya get those?" A flabbergasted Applejack asked.**

"**From the trampoline salesman." Pinkie Pie stated as she pointed her hoof at a blue stallion with a black mane. "Thanks!"**

"**Your welcome Pinkie!" He returned as he waved a hoof. **

**Pinkie Pie beemed as the others looked at her, utterly confused with her antics.**

"**Ok." Shooting Star ordered. "Pinkie, use those trampoline to catch the fillies."**

"**Yes Sir Ma'am Sir!" Pinkie replied as she saluted.**

"**Applejack can you use your lasso to take care of the changelings?"**

"**Sure thing sugar cube." Applejack replied.**

"**Rarity. The two of us will use our magic to try to slow down that cart."**

"**Of course." Rarity responded.**

"**Ok everypony." Shooting Star said. "Lets get going!"**

**Applejack went off and found the source of the trouble with little trouble. As the farm pony used her lasso to take out one of the pair of changelings chasing the cart. She saw the blue energy that showed her, that Shooting Star and Rarity where using their magic Shooting Star decided to target Mig Mac, possibly knowing how hard it would be for the large stallion to come to a stop. Rarity used her magic to slow the cart.**

**While they where somewhat successful the trampolines supplied by Pinkie Pie where still needed, as Mac skidded to a halt and some fillies flew into the trampoline set up by Pinkie and landed in the second trampoline set up by the same happy pony. Soon though, the fillies where safe as where Cherrilee and Big Mac. **

**With the Danger averted they where quick to join Cherrilee and the others.**

"**Big Macintosh." Applejack said. "Ya gotta take alla them to someplace safe. Ya got it?"**

"**Eeyup." The red stallion replied.**

"**Don't worry Big Brother." Applebloom chimed in. "I'll be with ya!"**

"**Maybe that's how we'll get our cutie marks!" Sweetie Belle added happily.**

"**Cutie Mark Crusader BODYGUARDS! HORRAY!" the three of them shouted. Earning them curious looks from those around, however Diamond Tiara and Silver Spoon two stuck up fillies snickered. That ended when both got splatted in the face by flying cake.**

**Curious everyone turned around to see Pinkie Pie pigging out on a rather large cake.**

"**Now where did ya get THAT?" An exasperated Applejack asked.**

**Pinkie pointed wither tail to the same Blue coated Pony from before, this time he was carting cakes in. He laughed as he waved a hoof at the happy Pink pony.**

"**Cake is good!" Pinkie announced when she was done eating and completely taking the frost ing from her mane and coat. Earning herself eye rolls from those around her.**

"**Well come along children." Cherrilee called out. "Legs all get to someplace safer. We'll leave the cart for you ponies."**

**With that Cherrilee and her students along with big Macintosh galloped off. Spike waddled over to the cart and was quick to hop in**

"**Well we now have a…" Shooting Star started before she was cut off by a frantic Pinkie Pie yelling.**

"**Twitcha twitch! TWITCHA TWITCH!"**

"**Pinkie!" Shooting Star protested.**

"**Pinkie Sense! Twitcha twitch!" Pinkie cried as she bounced around her curly tail was indeed twitching."**

"**We don't have time for this!" Shooting star protested.**

"**I'll admit Pinkie Pie is a tad unorthodox." Rarity said. "You should pay heed to her Pinkie Sense."**

"**Yeah." Applejack added. "All of Ponyville know her Pinkie Sense ain't nothing to sneeze at."**

"**Yeah, when Pinkie's tail goes like that, someone gets hits in the head." Spike explained. However the black coated mare shook her head and got into the cart. Just after she got in the cart, a CLONK was heard. The black coated unicorn the crumbled to the wood floor of the cart. **

**Out cold.**

**Above hovered a pair of changelings flapping their black insect like wings. They where loading up on items like vases, to drop on the crew bellow them.**

"**I told her!" Twitcha TWITCH!" Pinkie argued.**

"**Lets not get into that now." Applejack replied. "Rarity, I need you to help me pull this thing."**

"**Moi?" Rarity protested. "Applejack, dear, the harness is rusty, it hasn't been clean, and you have Pinkie Pie!"**

"**We need Pinkie Pie for her Pinkie Sense!" Applejack shot back. "Now quit bein so fussy an get to helpin me pull!"**

"**This is rather unlady like." Rarity complained as she magically attached both harnesses to her and Applejack.**

"**Pinkie Sense!" Pinkie yelled.**

"**Get a move on Ponies!" Spike yelled. Earning him glares from both before they started moving.**

**As they ran through the streets. All made note that the ones they ran through where deserted. Though all knew that as they went closer to the heart of Canterlot, the streets would become fuller. With unsuspecting ponies.**

"**We gotta find someplace safe." Applejack cried. "Spike how's Shootin Star?"**

**The baby dragon looked at Shooting Star who was still out cold. "Out like a light." Spike reported.**

"**Twitcha TWITCH!" Pinkie yelled. Rarity yelped as a clock barley missed her.**

"**I see a place we can hide." Applejack reported. "Lets keep goin every pony."**

**Just then Pinkie Pie began trembling her tail twitching violently. "Holy Moly that's a really big Twitchy Twitch." The Pink Pony exclaimed. "This is going to be an Ultra Mega DOOZY!"**

"**PIANO!" Spike suddenly cried. At this the group looked up and saw that there where now four changelings hovering and they somehow got their hooves on a piano and where preparing to drop it on the group.**

"**Rarity!" Applejack yelled. "Get moving!"**

"**I am!" the paniced Rarity yelled back. "Oh this is just murder on my hooves!"**

**Then the worst thing happened. The Changelings let go and the piano dropped down but before it crushed the helpless group a blue force tried to keep the piano from connecting with the group. **

**Shooting Star tried her hardest, but the pain in her head kept her from using her full magic. Thus the unicorn lost consciousness, and as the doom was about to descend on the group again.**

"**I'm too Fabulous to get smooshed!" Rarity cried dramaticly. **

**A more powerful blue arua engulfed the piano and tossed it harmlessly away.**

**Seeing the two cloaked ponies who saved them. Applejack decided to move the cart that direction. Along with Rarity who recovered from her dramatic moment. With Pinkie Pie, Spike and the still unconscious Shooting star in the cart. **


	4. Chapter 4

**CHAPTER FOUR: CELESTIA'S SHAME**

**Twilight Sparkle and her mentor Princess Celestia, where lead into the dungeon by a pair of Changelings, lead by a third. The third looked different than the rest. The other Changelings aside from the queen had helmets. This one much like her queen had flowing hair, except it was red instead of teal.**

"**What are you going to do with us?" Twilight asked, she was clearly worried.**

"**Shut up." The Changeling with red hair ordered. "After what your precious teacher did to us she and anyone who follow her deserve this."**

**The got to the cells and both where roughly shoved into the same cell. Celestia was able to stay on her feet, but Twilight went sprawling with a cry. The red maned changeling gave a curel smile as she trotted off.**

"**Princess Celestia?" Twilight questioned. "What did she mean? What happened?"**

**The ruler of Equestria, gave a heavy sigh and she sat before her student. "I prayed I would not have to explain this to anyone, let alone my prized student." She said. "Long ago when Discord ruled Equestria, Ponies like myself where more common. We were called Alicorns in those times. The Alicorns where unhappy with Discords rule, and one named Crystal Shimmer, took the Alicorns in order to defeat Discord."**

"**Where you there?" Twilight asked.**

"**No." Celestia replied. "I was barely an adult, Luna and myself where unable to help. Discord used his Chaos magic to twist the Alicorns, assembled to defeat him into what you see today."**

"**He made the Changelings?" Twilight asked.**

"**Yes." Celestia said. "But I never knew what happened until the wedding."**

"**Filling your students ears with lies Celestia?" a distorted voice asked. Teacher and student looked up and saw the vengeful Queen Chrysalis. "She deserves to know the truth after all."**

"**Princess Celestia is kind, she would have helped if she had the Elements." Twilight said.**

"**She did." Chrysalis said with a twisted smile. "She opted not to use them."**

"**Princess Celestia?" Twilight asked. Her eyes brimming with tears.**

"**Twilight." Celestia said softly.**

"**Is it true?" Twilight asked.**

**Celestia lowered her head, not offering an answer.**

"**Well Celestia." Chrysalis taunted. "Answer your most prized student."**

"**Princess Celestia." Twilight said starting to panic. "She's lying right? You would never turn on your own people would you?" Celestia said nothing. "ANSWER ME!"**

"**I'm so sorry Twilight Sparkle." Celestia said as a tear fell. "I did, but I did not act."**

"**No." Twilight said. "Why?"**

"**She wanted power." Chrysalis said. "It was I to be Princess, not her, she was cruel. I was much like her. The spell from Discord changed me. To this. Look at your teacher Twilight Sparkle. Look to her and see her for what she really is. A fake, destined to tear Equestria apart." The queen unlocked the cell and opened the door, as a changeling had the door to another cell open. "Come Twilight, perhaps a cell alone will help you see your teacher for what she is."**

**Numbly, Twilight went to the other cell where she lay down. She didn't even look at her teacher. Chrysalis looked a Celestia and flashed a smile of victory. Defeated Celestia lay down, looking at her student and hoping she could do something to undo the damaged caused, as Chrysalis left.**

**Chrysalis went to the throne room where the red maned Changeling was waiting for her. She noted her queen's smile.**

"**What did you do?" she asked.**

"**I drove a wedge." Chrysalis replied. "Student and teacher, will soon be parted. My dear Life Saver."**

"**I'm not THAT NAME!" Life Saver raged. "Not since this! You once wanted us to be back to what we were."**

"**This is better." Chrysalis responded. "We can reshape this land, to our image. We have Celestia, once the bond is severed between master and pupil, we will have Twilights power. Now leave me, I need rest."**

**Life Saver left, she went to the dungeon, where she saw the two in separate cells. She felt a nagging feeling inside her. Telling her to do the right thing. Howver Life Saver, her heart hardened by centuries of hatred walked off. Thus the bond between Teacher and Student weakened.**

**Princess Celestia was in her cell, across the way was her prized student. Twilight Sparkle, in a separate cell. Ever since Queen Chrysalis came in and dropped the shocking news that Celestia had the Elements when she was needed the most. The two haven't spoken, but now the Princess of Equestria would try. Hoping that her student will listen.**

"**Twilight." Celestia pleaded. "I was only a young filly when Discord turned the Alicorns to changelings. I live with the regret daily."**

"**You never told me." Twilight said coldly. "Even earlier you lied to me. About Shooting Star."**

"**I never.." Celestia started.**

"**STOP LYING!" Twilight screamed. "I overheard you! I know you want to send me to Luna!"**

"**Twilight. If you will only listen…" Celestia begged.**

"**I'm done listening." Twilight said. "I've been your faithful student and you can't even be honest with me. Maybe Princess Luna will be better for me."**

"**Oh Twilight…" Celestia said as a tear rolled down her muzzle.**


	5. Chapter 5

**CHAPTER FIVE: THE WONDERBOLTS**

"**Today Fluttershy!" Rainbow Dash said for what seemed like the hundredth time. She saw the pale pink Pegasus holding Winona and she was flying very slowly.**

"**I'm sorry Rainbow Dash." The shy pony replied. "I don't want to drop Winona."**

"**Well we can walk from here." Rainbow Dash said. "If I remember when the Wonderbolts, hang out here they do so around here. So keep an eye out."**

"**What if they are all changelings?" Fluttershy asked.**

"**You worry too much." The rainbow maned Pegasus admonished. "We need to find them, maybe try to send out a warning to Ponyville and Clouds Dale."**

"**Okay." Fluttershy meekly agreed as she set the small dog down. "Winona I need you to sniff out any pony that isn't a changeling ok?" The small bark barked happily and licked Fluttershy's face. Rainbow Dash made a sour face along with a disgusted look.**

** The trio was soon on their way however, with the small dog in the lead followed by Rainbow Dash and trailed by Fluttershy. Rainbow Dash kept hearing squeals from Fluttershy, mostly because she was frightened by a shadow or something scary looking. After planting her face in her hoof, the aggressive Pegasus fly behind Fluttershy and proceeded to push her.**

** "Come ON Fluttershy!" Rainbow Dash growled.**

** "I think I left the water on, at home! I gotta go!" Fluttershy stammered.**

** "No! You! Don't!" Rainbow Dash said as she shoved her timid friend forward. "Get! A! Move! Whoaa!" Rainbow Dash lunged forward and hit nothing as Fluttershy had ducked. She was now on the grounds with her hooves over her eyes.**

** "I don't wanna go!" Fluttershy whimpered. "They could be in the form of big scary dragons! With big fangs, sharp fangs!"**

** "Fluttershy!" Rainbow Dash said. "I need you, we need to help anyone we can! I need you to be brave, can you do that for me?"**

** The Pale Yellow Pegasus stood up and put a serious look on her face. "I'll be serious, I'll be BRAVE! As soon as she said those words a crash sounded from ahead of them and she was back on the ground hiding behind her mane with a timid squeal.**

** "Lets go!" Rainbow Dash said as she flew ahead, making sure to grab Fluttershy by her tail and dragged her behind. After hearing Fluttershy ask her to let go, Rainbow Dash did so and saw that she was actually following her. They flew ahead and saw a trio of Changelings attacking a blue mare with a flame colored mane. Even further behind them two changelings came flying out and landed near Fluttershy who gave a terrified yelp.**

** A large white Pegasus stallion with tiny wings emerged with a hearty cry of "YEAH!" followed by a snort.**

** "Hold on!" Rainbow Dash cried as she raced forward and was quick to send all three running, then and only then did she recognize the flame maned mare. "Spitfire! Oh man! The captain on the Wonderbolts!"**

** "Thanks for the save Rainbow Dash." Spitfire said. She knew Rainbow Dash well enough to know she was well known for trying to be a hero. "The rest of the Wonderbolts chose the wrong time to go to Los Pegasus for an air show. Lucky Snowflake was here to hold them off."**

** The large white Stallion with bloodshot eyes gave another "YEAH!"**

** "We need someone to send word to Ponyville and Clouds Dale, that the changelings are back." Rainbow Dash said.**

** "Leave that to me." The Wonderbolts Captain said as she put on her goggles and was quick to fly off. With another "YEAH!" Snowflake followed his tiny wings working to hold up his huge body.**

** Rainbow Dash looked to Fluttershy to see she was still on the ground cowering, now using her hooves and her mane to cover her eyes. "He wasn't THAT scary." Rainbow Dash said.**

** "No… but they are." Fluttershy said pointing her hoof behind Rainbow Dash, all the while Winona barked. Rainbow Dash looked behind her at the sight of five recovered and none too pleased Changelings.**

** "Aw crud." Dash muttered. "Winona! RUN!" The small dog did just that as the five changelings swarmed the two ponies. Minutes later they where hog tied and being dragged away. To join Twilight Sparkle and Princess Celestia in the dungeon.**


	6. Chapter 6

**CHAPTER SIX: SAFE**

** After being saved from the falling piano by the two mystery ponies. Applejack directed Rarity who was also pulling the cart towards the tunnel the two hooded ponies went into. In the back of the cart were Pinkie Pie whose tail had stopped twitching, Spike and an unconscious Shooting Star. Once in the tunnel the group was faced with the two hooded ponies.**

** "Well I don't know who y'all are." Applejack said. "But we owe ya our hides."**

** "Oh yes." Rarity said as she was quick to undo her harness. "Oh I need a spa season! Or a pony pedicure, or clean water, I look a SIGHT!" She flopped in the ground in dramatic fashion but popped right back up "DIRT! I flopped in DIRT! I need WATER! WATER!**

** "It's ok." One of the hooded ponies season as she removed her hood with magic to reveal Princess Cadence, wife of Shining Armor, who was the other hooded savior. "Rarity we can get you clean, just follow them." She motioned to a Royale Guard who trotted off with an anxious Rarity following.**

** "That was FUN!" Pinkie Pie yelled as she bounced around, oblivious to the fact that she was nearly killed not five minutes ago.**

** "Ya might wanna keep it down Pinkie." Applejack said. "Last thing we need is those Changelin's findin this place out.**

** "I don't get it." Shining Armor lamented. "The shield has been at full strength since we expelled them at our wedding! How did they get back in?"**

** "I dunno." Applejack said. "But the Queen said that she had a hoof full. We had three chase us, we battled a couple. It's likely that it's jus the same ones coming back for more."**

** "Those Changelings are loyal to their queen." Princess Cadence said. "Despite how she treats them."**

** While his wife talked Shining Armor went to the cart and gasped as he saw the unconscious Shooting star. "What happened to her?" He asked.**

** "She got clonked on the head." Spike answered. "She woke up to try to keep the piano from crushing up but she passed out."**

** "Do ya know her Sugar Cube?" Applejack asked as she cantered up.**

** "It's ok." Cadence said as the Alicorn noted her husband's reluctance. "I understand that you still have feelings towards her." As Shining Armor was about to relate his tail, he was cut off by a shrill scream.**

** "KEEP AWAY FROM ME WITH THAT WATER! IT HAS DIRT IN IT YOU WANT ME TO BATH IN DIRT? WHAT DO I LOOK LIKE A LOWER CLASS FARM PONY?" Came Rarities rant.**

** "I heard that!" Applejack yelled back. "Now stop bein so fussy an let these good ponies clean ya up! Excuse me a minute folks."**

** Applejack dashed off followed by Pinkie Pie, while Spike, Cadence and Shining Armor all stayed with the still unconscious Shooting Star. Soon shouts filled the air with the voices of Applejack, Rarity and Pinkie Pie filling the air. It ended and Applejack trotted out dragging Rarity by the tail who was still being dramatic.**

** "Quit bein so fussy." Applejack scolded.**

** "They had no hot water." Rarity whined. "How am I supposed to bathe with no hot water?"**

** "I could fix that." The chubby dragon known as Spike offered. "Remember Dragon's breathe fire." Before Spike even had a chance to wait Rarity was before him smothering him with kisses and a rapid fire of "Oh Thank you!"**

** A guard led them back to where they were to be cleaned, with Spike waddling behind them and Rarity skipping humming happily.**

** "That's one fuss budget of a pony." Applejack commented.**

** "Umm Applejack right?" Shining Armor asked, wishing he had made more of an effort to learn the names of his sister's six friends. The farm pony nodded and tipped her hat. "Can I speak to you…?"**

** "Shining Armor.." Cadence growled her expression showing she knew and didn't like what her husband was going to do. "I'm sure you can ask, here, in front of ponies."**

** "What's this all about." Applejack asked. "Ya 'all know I ain't about the secret, remember folks element of Honesty here."**

** "I can ask her, honey." Cadence offered regaining her gentle composure at the unconscious Shooting Star's side. "How long have you known Shooting Star."**

** "We just met her!" Pinkie Pie blurted as she bounced around happily. "See we met her, then Twilight went loco in the coco, then Celestia got mad at Twilight! Then we all went to see the Princess who wasn't the Princess and Twilight who wasn't Twilight because both got caught and we got chased and Shooting star got clonked in the noggin!"**

** "Twilly?" Shining Armor yelled. "She got captured."**

** "Sorry Sugar Cube." Applejack said. "When we found her she told us to get movin."**

** "I'm sure Twilight will be fine." Cadence said as she used her magic horn to levitate Shooting Star.**

** "But…." Shining Armor said. "She's my sister." Then the captain of the guard slowly walked away.**

** "Hey!" Applejack started but was stopped by a look from Cadence.**

** "He'll be fine." Cadence said as she set the black coated mare down in a bed. "He's just worried about Twilight. I am too, but I know she's a resourceful one."**

** "Ah hope so." Applejack said. "That queen, gives me the willies."**

** "Well, you're all welcome to stay here." Cadence said. "We have food and water. Though I do want to know about Shooting Star and why she's with you."**

** "Ah don't right know why Shooting Star is with us your Princessness." Applejack replied. "She was jus kinda there, told us she was gonna study with Twilight." **

** Cadence nodded as she led Applejack deeper into the tunnel they were using as a base of operations. Applejack saw Pinkie with her face in a bowl of food. Applejack looked behind her and Cadence was gone. Applejack gave a small shrug before getting some chow.**

** Shining Armor stood at the entrance of the tunnel. He allowed his mind to drift back to the morning.**

_**"So Shining Armor." Princess Luna said. "I heard that Twilight Sparkle is coming. Thou must be excited, as I am to have her as a new student."**_

_** "New Student?" Shining Armor asked perplexed by the notion.**_

_** "Indeed." Luna replied. "Tis what my sister told me. My sister will receive Shooting Star, my prized pupil."**_

_** "Shooting Star?" Shining Armor asked. **_

_** "Indeed. Dost thou know her?" Luna questioned.**_

_** "We used to see each other." Shining Armor replied as he pawed at the ground with his hoof.**_

_** "I see." Luna replied. "I must be off Captain Shining Armor, we shall speak more later!" with that the Princess flew off.**_

__**"Are you ok?" Cadence asked as she stood next to her husband.**

** "No." Shining Armor replied. **

** "Does Shooting Star being here upset you that much?" Cadence asked.**

** "I haven't seen her in months, now she just, shows up." Shining Armor said.**

** "It wasn't on her own power." Cadence replied. "Besides I know your also upset about Twilight, have been since this morning."**

** "Why would they do that?" Shining Armor sighed. "Twilly is Celestia's best student, why give her to Luna?"**

** "Twilight is a gifted Unicorn." Cadence said. "She's only learning half the magic from Aunt Celestia. Under Aunt Luna, she can learn so much more. Plus she'll be in Canterlot, you'll see so much more of her."**

** "She won't be happy." Shining Armor replied. "She'll miss her friends, she'll go back to being the Unicorn with a book in her face, like she was when she was a filly."**

** "Shining Armor." Cadence said her voice even like it was the entire conversation. She put her hoof on her husband's hoof. "I'm sure once this is over, we'll be able to get answers. Until then you need to focus on keeping those in Canterlot safe."**

** Shining Armor smiled as the two of them nuzzled. He hoped his sister would be safe, but for now he needed to focus like his wife told him. He also had to find out a way of telling Shooting Star, that he was married.**

** "Ow." Shooting Star complained as she woke up, she had no idea to tell what time it was, but it felt like she was out for hours.**

** "WAKEY WAKEY!" Pinkie screamed from right in her face. Shooting Star glared as she pushed Pinkie out of the makeshift bed chamber with a magic burst.**

** "My head." Shooting Star grumbled as she covered her head with a pillow.**

** "Well, ummm, that's a new look for you." A male voice said. Shooting Star looked up and saw Shining Armor.**

** "Hi." Shooting Star said. "Sorry my head still hurts, I guess there's a lesson to be learned."**

** "Yep, run for cover when Pinkie's tail twitches." Shining Armor said with a smile. When he got a confused look from Shooting Star. "I read the reports Twilly sends in."**

** "So." Shooting Star said. "I heard you got married."**

** "Well, uh." Shining Armor started.**

** "Oh stop." Shooting Star scolded. "I live in Canterlot, I knew, and I'm fine with it. I'm glad you found someone."**

** "You are?" Shining Armor asked, not sure why his ex girlfriend was being so understanding.**

** "Yeah, but my head still hurts so can you leave me alone?" Shooting star asked. "I promise we'll talk later."**

** Shining Armor just nodded as he walked out and Shooting Star sighed. She heard a noise a humming as Rarity came in and looked around.**

** "Well, this is a fixer upper." She muttered.**

** "It's temporary." Shooting Star grumbled.**

** "Oh darling your awake!" Rarity said.**

** "My heads killing me!" Shooting Star said.**

** "Well." Rarity said. "I do know a teensy bit of healing magic. I use it when Sweetie Belle decides to play ball inside my shop." Her horn glowed a light blue and Shooting Star felt her headache go away. Though she groaned and put her pillow over her head. "Well what's wrong dear?"**

** "Nothing." Shooting Star said her voice muffled. "Just got yelled at by someone I admired, found out Changelings have come back, got hit on my head and now I'm in hiding with my ex boyfriend."**

** "Ex?" Rarity questioned. Then remembering seeing Shining Armor she squealed. "Eeeeeee! Ohh! Tell me tell me!" Shooting Star looked out from under her pillow.**

** "Rarity!" She said. Then she though, Rarity did come to check on her, despite her over eagerness Rarity was extending her hand in friendship. "I'm sure it's late."**

** "Just turning dark dear." Rarity answered. "I'll let you rest, but I will want to hear everything."**

** "About, Shining Armor?" Shooting Star asked. **

** "About, you darling." Rarity answered. "If you're going to live in Ponyville I'll need to know you, won't I?" Shooting Star smiled.**

** "You mean you really want to know?" Shooting Star asked.**

** "Of course dear." Rarity answered. "With you coming to Ponyville, I'll want to know as much as I can."**

** "Thanks Rarity." Shooting Star answered feeling oddly embarrassed. "You know that little healing spell really did the trick."**

** "It did?" Rarity answered seeming generally surprised that her little cantrip worked. "I mean, of course it did." Rarity giggled to cover up her nervousness.**

** "So." Shooting Star asked. "What's it like in Ponyville."**

** The white Unicorn smiled as she began to recall all the adventures they had in Ponyville. Outside Shining Armor listened to the conversation, he felt a hoof on his leg and noticed his wife smiling at him.**

** "I still wish I knew why Star is going to Ponyville." Shining Armor lamented.**

** "We'll find out." Cadence assured him. "Together, when this is over."**

** Shining Armor smiled, but then noticed he wasn't the only one listening to the two unicorn mare's conversation. He saw Applejack, the farm pony was also listening. He noticed Applejack didn't seem happy, and after several more minutes the farm pony left. Leaving more questions than answers behind.**

** Applejack wandered the area bellow Canterlot where they were currently hiding. The farm pony was in a foul mood after observing Shooting Star and Rarity talking like old friend.**

** "Cotton pickin, varmit, who does she thing she is replacing Twilight?" Applejack muttered as she kicked a stone. Applejack wished Rainbow Dash was here, at least then she would have someone to complain to. All she had was Pinkie Pie and of course the random pink pony was far from attentive. Applejack knew she was taking this too seriously, but still she couldn't help it.**

** Since the day Twilight moved into Ponyville, Applejack felt close to her. Would Shooting Star have the same devotion Twilight did?**

** "Ain't fair." Applejack muttered.**

** "Applejack?" a male voice asked. "Are you ok? I saw you listening in on Rarity and Shooting Star."**

** "Yeah, well.." Applejack grumbled.**

** "I know how you feel." Shining Armor said. "I feel the same way. Shooting star used to be my girlfriend."**

** "Do tell." Applejack said.**

** "Maybe later." Shining Armor replied. "What I can say now is to give Star a chance. She means well, and while she might not be Twilight, well she can offer you guys a lot.."**

** "Alright Sugar Cube." Applejack replied. "Looks like it's getting' late so we'll spend the night an be out lickety split in the morning."**

** Shining Armor nodded, feeling more at ease with himself as he walked with the country pony. **


End file.
